Johnson Controls International plc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$JCI
Industrial Machinery/Components
Industrials
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The 2025 Annual General Meeting of Shareholders (“AGM”) of Johnson Controls International plc (the “Company”) was held on March 12, 2025 in Cork, Ireland. Immediately following the conclusion of the AGM, Joakim Weidemanis succeeded George Oliver as the Company's Chief Executive Officer and principal executive officer as previously disclosed in the Company's Current Report on Form 8-K filed on February 5, 2025. Mr. Oliver was re-elected as a director of the Company at the AGM by the Company’s shareholders, as discussed below, and will continue to serve as Chairman of the Board of Directors until his scheduled retirement on July 31, 2025.
In connection with his succession to the role of Chief Executive Officer and, following the AGM, the Board of Directors increased the number of the Company’s directors to thirteen and Mr. Weidemanis was appointed by the Board of Directors to serve as a director with a term expiring at the conclusion of the 2026 annual general meeting of shareholders.
The appointment of Mr. Weidemanis as a director was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity. Additional information concerning Mr. Weidemanis’ succession to the role of Chief Executive Officer, his appointment as a director of the Company and Mr. Oliver’s retirement can be found in Item 5.02 of the Company’s Current Report on Form 8-K filed on February 5, 2025, which is incorporated herein by reference.
Item 5.07 Submission of matters to a vote of security holders.
At the AGM, the holders of 599,942,445 of the Company’s ordinary shares were represented in person or by proxy, constituting a quorum. At the meeting, shareholders voted on the following proposals and cast their votes as described below. The proposals are described in detail in the Company’s definitive proxy statement dated January 21, 2025. The vote results detailed below represent final results.
Proposal No. 1 - Election of the Board of Directors
Proposal No. 1 was the election, by separate resolution, of each member of Board of Directors. The following individuals were elected to serve on the Board of Directors until the conclusion of the next annual general meeting.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| Timothy Archer | 556,679,631 | 6,791,102 | 599,396 | 35,872,316 | ||||||||||
| Jean Blackwell | 529,325,382 | 33,729,631 | 1,015,116 | 35,872,316 | ||||||||||
| Pierre Cohade | 560,141,785 | 3,284,137 | 644,207 | 35,872,316 | ||||||||||
| Patrick Decker | 559,027,312 | 4,457,139 | 585,678 | 35,872,316 | ||||||||||
| W. Roy Dunbar | 537,695,787 | 25,434,160 | 940,182 | 35,872,316 | ||||||||||
| Gretchen R. Haggerty | 558,686,784 | 4,690,312 | 693,033 | 35,872,316 | ||||||||||
| Ayesha Khanna | 548,305,640 | 15,228,864 | 535,625 | 35,872,316 | ||||||||||
| Seetarama Kotagiri | 559,876,199 | 3,556,591 | 637,339 | 35,872,316 | ||||||||||
| George R. Oliver | 545,020,418 | 18,190,202 | 859,509 | 35,872,316 | ||||||||||
| Jürgen Tinggren | 536,220,974 | 26,824,389 | 1,024,766 | 35,872,316 | ||||||||||
| Mark Vergnano | 547,966,221 | 15,402,303 | 701,605 | 35,872,316 | ||||||||||
| John D. Young | 559,147,394 | 4,338,074 | 584,661 | 35,872,316 | ||||||||||
Proposal No. 2.a - Ratify appointment of independent auditors
Proposal No. 2.a was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company. This proposal was approved by the requisite vote.
| FOR | AGAINST | ABSTAIN | ||||||
| 559,574,020 | 39,652,485 | 715,940 | ||||||
Proposal No. 2.b - Authorize the Audit Committee to set the auditors’ remuneration
Proposal No. 2.b was a management proposal to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration. This proposal was approved by the requisite vote.
| FOR | AGAINST | ABSTAIN | ||||||
| 577,522,503 | 21,709,587 | 710,355 | ||||||
Proposal No. 3 - Authorize the Company to make market purchases of Company shares
Proposal No. 3 was a management proposal to authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares. This proposal was approved by the requisite vote.
| FOR | AGAINST | ABSTAIN | ||||||
| 596,376,286 | 1,460,171 | 2,105,988 | ||||||
Proposal No. 4 - Determine the price range at which the Company can reissue treasury shares
Proposal No. 4 was a management proposal to determine the price range at which the Company can re-allot shares that it holds as treasury shares. This proposal was approved by the requisite vote.
| FOR | AGAINST | ABSTAIN | ||||||
| 595,117,027 | 2,505,316 | 2,320,102 | ||||||
Proposal No. 5 - Non-binding advisory vote on executive compensation
Proposal No. 5 was a management proposal to hold a non-binding advisory vote on the compensation of the Company’s executives, as described in the Proxy Statement. This proposal was approved by the requisite vote.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 516,961,750 | 46,174,880 | 933,499 | 35,872,316 | ||||||||
Proposal No. 6 - Approval of the Board of Directors’ authority to allot shares
Proposal No. 6 was a management proposal to approve the Board of Directors’ authority to allot shares up to an aggregate nominal value of US$1,381,000, or approximately 20% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.
| FOR | AGAINST | ABSTAIN | ||||||
| 581,442,228 | 17,318,633 | 1,181,584 | ||||||
Proposal No. 7 - Waiver of statutory pre-emption rights
Proposal No. 7 was a management proposal to approve the waiver by shareholders of their statutory pre-emption rights in the event of the issuance of ordinary shares for cash, if the issuance is limited to up to an aggregate nominal value of US$1,381,000, or approximately 20% of the Company’s issued ordinary share capital. This proposal was approved by the requisite vote.
| FOR | AGAINST | ABSTAIN | ||||||
| 569,170,109 | 29,450,376 | 1,321,960 | ||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JOHNSON CONTROLS INTERNATIONAL PLC | ||||||||||||||
| Date: March 14, 2025 | By: | /s/ Richard J. Dancy | ||||||||||||
| Name: | Richard J. Dancy | |||||||||||||
| Title: | Vice President and Corporate Secretary | |||||||||||||